Registration No. 333-67689
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 7 ON FORM S-3 TO
FORM S-1 ON FORM S-3
UNDER
THE SECURITIES ACT OF 1933
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AIG SunAmerica Life Assurance Company (doing business as
ANCHOR NATIONAL LIFE INSURANCE COMPANY) ("Anchor National")
(Exact name of registrant as specified in its charter)
California 6311 86-0198983
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification Number)
incorporation or Number) organization)
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Address, including zip code, and telephone number,
including area code, or registrant's
principal executive offices)
Christine A. Nixon, Esquire
Anchor National
1 SunAmerica Center
Los Angeles, California 90067-6022
(310) 772-6000
(Name, address, including zip code, and telephone number,
including area code of agent for service)
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Approximate date of commencement of proposed sale to the public: As soon
after the effective date of this Registration Statement as is practicable.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____________
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The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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ANCHOR NATIONAL LIFE INSURANCE COMPANY
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VARIABLE ANNUITY ACCOUNT FIVE
SUPPLEMENT TO THE
SEASONS SELECT VARIABLE ANNUITY
PROSPECTUS DATED JULY 27, 2001
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The date of the Prospectus has been changed to April 30, 2002.
All references in the Prospectus to the date of the Statement of Additional
Information is hereby changed to April 30, 2002.
Insert the following immediately preceding the section "Incorporation of Certain
Documents by Reference" on page 2:
Anchor National Life Insurance Company is in the process of changing
its name to AIG SunAmerica Life Assurance Company. We anticipate this
process will take some time to implement in all jurisdictions where we
do business. We expect the name change to be completed during 2003. To
begin this process we officially changed the name in our stated of
domicile, Arizona. However, we continue to do business, today, under
the name Anchor National and will refer to the Company by that name
throughout this prospectus. You will be notified when the name is
changed to AIG SunAmerica Life Assurance Company and we are no longer
doing business as Anchor National. Please keep in mind, this is a name
change only and will not affect the substance of your contract.
Replace in its entirety the first paragraph in the section "Incorporation of
Certain Documents by Reference" on page 2 with the following:
Anchor National's Annual Report on Form 10-K/A for the year ended
December 31, 2001 is incorporated herein by reference.
Replace the "Legal Proceedings" section on page 34 with the following:
There are no pending legal proceedings affecting the Separate Account.
Anchor National and its subsidiaries engage in various kinds of routine
litigation. In management's opinion these matters are not of material
importance to the Company's total assets, with the potential exception
of McMurdie, et al. v. SunAmerica Inc., et al, Case No. BC 194082,
filed on July 10, 1998 in the Superior Court for the County of Los
Angeles. This lawsuit is a representative action wherein the plaintiffs
allege violations of California's Business and Professions Code
Sections 17200 et seq. The Company is vigorously defending the lawsuit.
The probability of any particular outcome is not reasonably estimable
at this time.
Replace the "Independent Accountants" section on page 34 with the following:
The audited consolidated financial statements of AIG SunAmerica Life
Assurance Company (formerly, Anchor National Life Insurance Company) at
December 31, 2001 and 2000 and for the years ended December 31, 2001,
2000 and 1999 and the audited financial statements of Variable Annuity
Account Five (Portion Relating to the Seasons Select Variable Annuity
at April 30, 2001, the year ended April 30, 2001, for the one month
ended April 30, 2000 and for the year ended March 31, 2000, are
presented in the Statement of Additional Information and are
incorporated by reference in this prospectus and have been so included
in reliance on the reports of PricewaterhouseCoopers LLP, independent
accounts, given on the authority of said firm as experts in auditing
and accounting.
Date: April 30, 2002
Please keep this Supplement with your Prospectus.
Seasons Select
[LOGO]
SEASONS SELECT PROSPECTUS
July 27, 2001
Incorporated by Reference to Post-Effective Amendment No. 6 under The Securities
Act of 1933 to Registration Statement File No. 333-67689 filed on July 19, 2001.
Part II
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Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the expenses in connection with the issuance
and distribution of the securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimates, except the
SEC registration fee.
SEC registration fee . . . . . . . . . . . . . . $ 5,560
Printing and engraving . . . . . . . . . . . . . 50,000
Legal fees and expenses . . . . . . . . . . . . 10,000
Rating agency fees . . . . . . . . . . . . . . . 7,500
Miscellaneous . . . . . . . . . . . . . . . . . 10,000
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Total . . . . . . . . . . . . . . . . . . . . $ 83,060
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Item 15. Indemnification of Directors and Officers.
Section 10-851 of the Arizona Corporations and Associations law permits the
indemnification of directors, officers, employees and agents of Arizona
corporations. Article Eight of the Company's Restated Articles of Incorporation,
as amended and restated (the "Articles") and Article Five of the Company's
By-Laws ("By-Laws") authorize the indemnification of directors and officers to
the full extent required or permitted by the Laws of the State of Arizona, now
or hereafter in force, whether such persons are serving the Company, or, at its
request, any other entity, which indemnification shall include the advance of
expenses under the procedures and to the full extent permitted by law. In
addition, the Company's officers and directors are covered by certain directors'
and officers' liability insurance policies maintained by the Company's parent.
Reference is made to section 10-851 of the Arizona Corporations and Associations
Law, Article Eight of the Articles, and Article Five of the By-Laws, which are
incorporated herein by reference.
Item 16. Exhibits and Financial Statements Schedules.
Seasons Select
Exhibit No. Description
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(1) Form of Underwriting Agreement ***
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession **
(3) (a) Amended and Restated Articles of Incorporation *
(b) Amended and Restated By-Laws *
(4) (a) Seasons Select Allocated Fixed and Variable Group Annuity
Certificate +
(b) Seasons Select Individual Fixed and Variable Annuity Contract +
(c) Seasons Select Participant Enrollment Form +
(d) Seasons Select Deferred Annuity Application +
(5) Opinion of Counsel re: Legality **
(including on Exhibit (23)(b))
(6) Opinion re Discount on Capital Shares **
(7) Opinion re Liquidation Preference **
(8) Opinion re Tax Matters **
(9) Voting Trust Agreement **
(10) Material Contracts **
(11) Statement re Computation of Per Share Earnings **
(12) Statement re Computation of Ratios **
(14) Material Foreign Patents **
(15) Letter re Unaudited Financial Information **
(16) Letter re Change in Certifying Accountant **
(23) (a) Consent of Independent Accountants *
(b) Consent of Attorney **
(24) Powers of Attorney ++
(25) Statement of Eligibility of Trustee **
(26) Invitation for Competitive Bids **
(27) Financial Data Schedule +
(28) Information Reports Furnished to State Insurance Regulatory
Authority **
(29) Other Exhibits **
* Herewith
** Not Applicable
*** Incorporated by Reference to
Pre-Effective Amendment No. 1 to
Registration Statement No. 333-08877
on Form S-1 filed on March 11, 1997.
**** Incorporated by Reference to the Initial Registration Statement of this
Registrant filed on Form S-1 on November 20, 1998.
+ Incorporated by Reference to
Pre-Effective Amendment No. 2
to this Registration Statement on
Form S-1, filed on February 1, 1999.
++ Incorporated by Reference to Post
Effective Amendment No. 4 to the
Registration Statement filed on
June 21, 2000.
+++ Incorporated by Referenced to Post Effective Amendment No. 5 of this
Registration Statement filed on Form S-3 on April 9, 2001.
II-1
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrant
Certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this post effective
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California on this 12th day of April, 2002.
By: ANCHOR NATIONAL LIFE INSURANCE COMPANY
By: /s/ JAY S. WINTROB
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Jay S. Wintrob
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this post
effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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JAY S. WINTROB* Director, President & April 12, 2002
- ------------------- Chief Executive Office
Jay S. Wintrob (Principal Executive Officer)
N. SCOTT GILLIS* Director & Senior Vice President April 12, 2002
- ------------------- (Principal Financial Officer)
N. Scott Gillis
JAMES R. BELARDI* Director & Senior Vice President April 12, 2002
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James R. Belardi
JANA W. GREER* Director & Senior Vice President April 12, 2002
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Jana W. Greer
MAURICE S. HERBERT* Controller & Vice President April 12, 2002
- ------------------- (Principal Accounting Officer)
Maurice S. Herbert
MARC H. GAMSIN* Director & Senior Vice President April 12, 2002
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Marc H. Gamsin
*By /s/ Christine A. Nixon Attorney in Fact April 12, 2002
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Christine A. Nixon
Dated: April 12, 2002
II-2
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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3(a) Amended and Restated Articles of Incorporation
3(b) Amended and Restated Bylaws
(23a) Consent of Independent Accountants